Cox Communications, Inc. Shareholders Litigation, In re
Delaware Court of Chancery
879 A.2d 604 (2005)
When the Cox family, holding 74% of Cox Communications, proposed taking the company private, a special committee negotiated the price up from an initial $32 to $34.75 per share with a majority-of-the-minority approval condition, while separate shareholder lawsuits (plaintiffs) challenging the merger's fairness were also being litigated and settled around the same terms after the Cox family's attorney presented $34.75 as final; the settlement included the Cox family's agreement not to oppose $5 million in attorney's fees for plaintiffs' counsel, which other parties then objected to as unwarranted given the special committee's primary role in the negotiation.
Whether attorney's fees may be awarded to plaintiffs' lawyers who sued in opposition to a merger and ultimately settled, provided the attorneys' involvement played at least a small role in negotiations that led to an increase in price.